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Zayo Group Holdings, Inc. (NYSE:ZAYO) Files An 8-K Submission of Matters to a Vote of Security Holders

Zayo Group Holdings, Inc. (NYSE:ZAYO) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders (the “Annual Meeting”) of Zayo Group Holdings,Inc. (the “Company”) was held on November2, 2017. At the Annual Meeting, the stockholders (i)elected the three directors named in the proxy statement for a term expiring at the Company’s annual meeting in 2020, (ii)ratified KPMG LLP as the Company’s independent registered public accounting firm for the fiscalyear ending June30, 2018, (iii)approved an advisory resolution on executive compensation, and (iv)approved certain performance criteria under the Company’s 2014 Stock Incentive Plan and the related amendments thereto.

The final results of the voting on each of the matters submitted to vote are as follows:

(1)Election of Directors:

FOR

WITHHELD

BROKER NON-VOTES

Phil Canfield

174,354,585

35,546,045

25,892,532

Steve Kaplan

208,173,679

1,726,951

25,892,532

Linda Rottenberg

175,926,943

33,973,687

25,892,532

(2)Ratification of KPMG LLP as the independent registered public accounting firm of the Company for its fiscalyear ending June30, 2018:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

235,445,136

221,558

126,468

(3)Approval of an advisory resolution on executive compensation as set forth in the proxy statement:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

169,045,247

37,080,165

3,775,218

25,892,532

(4)Approval of certain performance criteria under the Company’s 2014 Stock Incentive Plan and the related amendments thereto:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

174,818,585

34,997,658

84,387

25,892,532

There was no other business voted upon at the Annual Meeting.

About Zayo Group Holdings, Inc. (NYSE:ZAYO)
Zayo Group Holdings, Inc. is a provider of bandwidth infrastructure in the United States, Canada and Europe. The Company operates in five segments, including Dark Fiber Solutions, Network Connectivity, Colocation and Cloud Infrastructure, Zayo Canada and Other. Its key products include leased dark fiber, fiber to cellular towers and small cell sites, wavelength connections, Ethernet, Internet Protocol (IP) connectivity and cloud services. Its products and services enable high-bandwidth applications, such as cloud-based computing, video, mobile, social media and machine-to-machine connectivity. As of June 30, 2016 the Company owned fiber networks in 300 metro markets, including metro areas, such as New York, Chicago, San Francisco, Paris, and London, as well as smaller metro areas, such as Allentown, Pennsylvania, Fargo, North Dakota, and Spokane, Washington. The Company also provides its network-neutral colocation and interconnection services utilizing its own data centers.

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